EXECUTIVE COMMITTEE MEETING

December 11, 2014

Steinbrenner Metro Service Center
1307 North MacDill Avenue
AGENDA

1. Welcome Members & Guests................Marc Spencer

a. Matt Pierson, Benefits Consultant, Willis of Florida
b. Jack Cory, Public Affairs Consultants, BGC Florida Alliance
2. Consent Items (No discussion is planned unless requested)
a. October 9, 2014 Meeting Minutes (Attachment 1)
b. October/November, 2014 Financial Report (Attachment 2)
3. 2015 Budget......................................................................................................................Luis Garcia
4. Investment Report.............................................................................................................Larry Bevis
a. Foundation/Endowment policy changes
b. BGC Trust from Northern Trust to Bank of Tampa
5. Child Care Regulations........................................................................................................Jack Cory
6. Board of Directors Standard Life Insurance Policy.....................................................Lynn Dumais
7. Great Futures Breakfast.12/18.........................................................................................Vic Holcomb
8. Strategic Planning ............................................................................................................Chris Letsos
a. BGCA OJP Board Resolution
9. Reports
a. Development/Marketing.................Cassandra Thomas
b. Yankees Luncheon..3/17..................Brenda Browning
c. Community Relations..........Ricky Gallon
10. Presidents Report............Brad Baumgardner
a. Riverview
b. Annual Meeting 3/26
11. Executive Session
a. Llaneza Trust
12. Adjorn

BOYS & GIRLS CLUBS OF TAMPA BAY

EXECUTIVE COMMITTEE MEETING MINUTES
STEINBRENNER METRO OFFICE
October 9, 2014

Members Present:
Karl Brandes, Lynn Dumais, Joe Garcia, Luis Garcia, Greg Hearing, Chris Roederer, Jerome Ryan,
Marc Spencer.
Others Present:
Brad Baumgardner, Brenda Browning, Chris Letsos, Debbie McCarthy, Cassandra Thomas, Jennie
Yingling, Glenn Permuy, Konstantin Popkov.
Board Chair Marc Spencer called the meeting to order at 12:07 pm and introduced Konstantin who
spoke briefly about the McCain National Leadership Program with Boys & Girls Clubs and how hes
going to be in Tampa for the next year. He is from Russia, married with an 8 year old son.
Consent Items:
Minutes of the August 14, 2014 meeting and the August Financial Report were provided to the
members for their review prior to the meeting. A Motion to approve the Minutes was made by Lynn
Dumais, Second by Jerome Ryan. Motion passed. With no questions regarding the August Financial
Report, A Motion to approve was made by Lynn, Second by Chris Roederer. Motion passed.
There was discussion regarding the Board Resolution on a Stock Trading Account. Debbie reported
that Marc Jacobson, with Morgan Stanley, offered their services at no fee. We currently use UBS
where we pay a fee. Motion to approve the Board Resolution to open an account with Morgan Stanley
for our stock trading was made by Jerome, Second by Lynn. Motion passed.
Community Foundation Agreements:
Debbie McCarthy provided a copy of the updated Agreements for Brandon, Riverview and Liberty
with the correct legal name of the clubs. Additional language was added to make sure if one of the
mentioned clubs would close, that money would go to the other clubs and only if all mentioned clubs
closed, the funds would go back to the Community Foundation. Motion to approve by Chris, Second
by Luis. Motion passed.
BGCA Indirect Marketing:
Lynn Dumais spoke about a new program that BGCA presented at the Florida Area Council meeting
and supplied a handout of the presentation to the members. Lynn spoke about how BGCA is focusing
on individual giving via direct marketing. They are looking at this area by buying mailing lists from
other charities and targeting to those people. Russ Reed Company was hired by BGCA to target
women 55 and up with income of $45K - $50K. The average gift is $23. The pilot launched in
November with 42 clubs in 19 markets. The money goes to BGCA then shared with clubs that signed
up to participate in the program. No money will be made until year 3 at which time 50% will be given
to clubs and 50% to BGCA. There are more questions on how the money will be shared with the
clubs. This is no cost to us and when the program is at full production, should bring in $11M.
Reports:
Jennie Yingling reported on the following:
1. GFB is December 18th; all past sponsors have renews and only back cover of program
is open. Tony LaRussa is guest speaker. Sheriff Gee will also be speaking. Glenn
stated guests will be emailed their information.

Executive Committee Meeting

October 9, 2014
Page Two
Ricky reported on various events showing a slideshow highlighting the following:
Employees from Coca-Cola at our Brandon Club with a Dunk Tank, BBQ and a bean bag toss.
On Oct. 2nd, the Kiwanis Club opened the Reading Room at Nick Capitano club.
Derrick Brooks is sponsoring 40 kids for Tough Talk. A booklet was passed around showing
how the kids will learn how to better manage their time.
Tampa Sports Commissioners and NCAA sport representatives were in town for The Dream
Court Program, looking for 3 possible sites for a new basketball court. They are considering
Wilbert Davis, Freddie Solomon and Van Buren Middle School.
Cassandra spoke about the Arcadis Golf Tournament being held on November 14th at River Hills.
There is an early tee-time with breakfast and lunch being served. A sponsorship form is included in
the packet.
Brenda reported that the Yankees Luncheon will be held on Tuesday, March 17th at the Tampa
Convention Center with early ticket sales starting this month. PwC and CapTrust are returning
sponsors with AAA as print sponsor and Tampa Bay Times as our media sponsor.
Board Development:
Chris Roederer reported that we have 2 people up for Foundation board membership, the first, Kevin
Gowen. Brad gave background on Kevin. Joe made a Motion to approve, second by Chris, Motion
passed. Bud Stalnaker is the second. Brad gave the background on Bud. Luis made a Motion to
approve, Second by Luis, Motion passed. Brad then gave background on Angelie Spurling, who was
recommended by Manny Alvarez for the Corporate Board. Background checks have been completed
on all three. Motion by Greg to approve, Second by Chris, Motion passed.
Luis asked about the Foundation term limits with Brad replying that will be discussed at the December
meeting.
Chris reported that the Bourbon Tasting brought in over $20K with about 82 people attending. He may
start looking for a larger venue and possibly having sponsors for the event. Marc thanked Chris who in
turn thanked Cassandra for the great job she did and Brad and Ricky for speaking at the event. Greg
stated he would like to see more board members attending when a board member opens up their home
for an event like this.
Strategic Planning Session:
Chris Letsos thanked those that supported/attended the staff appreciation event at Whisky Joes. The
September Dash Board handout was provided to the members and Chris reviewed with them. Were
heading in the right direction, especially in attendance.
Chris reported that the Strategic Planning session will be Friday, October 24th. Guest speakers are Jeff
Eakins of Hillsborough County Schools, Ann Shaler with Bank of America and County Commissioner
Kevin Beckner.

Executive Committee Meeting

October 9, 2014
Page Three
Presidents Report:
Brad Baumgardner spoke about the Bit Coin Bowl on December 26th, where Feeding America,
BGCTB and BGC Suncoast are partnering to provide 4K backpacks full of food for kids on both side
of the bay. The football players will work with our kids and put together the backpacks of food.
Brad and Chris have been working with USF on an Economic Impact Study where USF will begin the
study for us, surveying kids at clubs and speaking with parents. We are also working on a Leadership
Talent Assessment. This will help us develop our future leaders. This is a 9 box key leadership
assessment form where our staff are reviewed by their peers and leaders above them.
In ending, Brad asked if anyone knew Andrew Menard from Port Orange, by Daytona. We have been
receiving donations from him for the last 5 years and he is looking for an introduction. His mother was
an heir to IBM.
The meeting was called to a close and an Executive Session was held.

Brenda Browning, Recorder

_____________________________ ____________
Chris Roederer, Secretary
Date

Boys & Girls Clubs of Tampa Bay, Inc.

2015 Budget
With Comparison to 2014 and 2013
2015
Budget
Revenue
Public Support
United Way & Combined Campaigns
Contributions
Funds Released from Restriction
Fees & Grants
Total Public Support

2014
Forecast

2014
Budget

2013
Actual

847,000
1,875,000
325,000
2,156,500
5,203,500

849,260
1,746,717
316,060
2,195,606
5,107,643

843,100
1,775,000
287,500
2,021,000
4,926,600

842,758
1,783,820
170,083
2,019,818
4,816,479

279,500
5,000
26,000
310,500

284,711
2,721
21,065
308,497

363,700
6,700
25,000
395,400

363,113
5,518
24,936
393,567

750,000
(144,000)
606,000

738,941
(125,766)
613,175

630,000
(80,000)
550,000

602,160
(92,010)
510,150

Revenue
Program Service Revenue
Investment Revenue
Other Revenue
Total Revenue
Special Events
Special Event Revenue
Special Event Expenses
Net Special Events
Total Public Support and Revenue
Expenses
Personnel Costs
Salaries
Employee Benefits
Payroll Taxes
Other Employee Costs
Total Personnel Costs
Operating Costs
Professional Fees
Contract Services
Supplies
Information Technolgy
Occupancy Expense
Equipment Expense
Printing & Postage
Transportation Expense
Training, Travel & Meetings
Program Services
Other Expenses
Total Operating Costs
Total Expenses
NET SURPLUS/(DEFICIT)
BGCTB FOUNDATION SUPPORT
BGCTB Annual 5% Funding
Shared Events (Net of Expenses and Foundation Share)
TOTAL BGCTB FOUNDATION SUPPORT
NET SURPLUS/(DEFICIT) BEFORE
BGCTB FOUNDATION SUPPORT

6,120,000

6,029,315

5,872,000

5,720,196

2,976,000
260,000
240,000
111,500
3,587,500

2,971,571
255,242
227,471
98,401
3,552,685

2,783,000
260,700
231,000
88,100
3,362,800

2,580,787
231,212
198,715
76,482
3,087,196

70,500
137,000
298,000
109,500
1,280,000
62,000
24,500
191,000
70,500
204,500
86,500
2,534,000

62,466
148,030
329,180
114,288
1,269,901
59,193
23,121
172,995
69,083
219,837
79,280
2,547,374

73,000
204,500
299,000
88,000
1,259,900
55,000
15,000
201,800
44,600
196,500
77,500
2,514,800

83,864
161,841
292,172
82,143
1,177,685
41,248
17,556
175,850
44,241
208,973
79,371
2,364,944

6,121,500

6,100,059

5,877,600

5,452,140

(1,500)

(70,744)

(5,600)

268,056

180,000
300,000
480,000

175,000
244,068
419,068

180,000
200,000
380,000

238,000
227,185
465,185

(481,500)

(489,812)

(385,600)

(197,129)

BOYS & GIRLS CLUBS OF TAMPA BAY FOUNDATION, INC.

MANAGED INVESTMENT SUMMARY REPORT
COMPARATIVE
Allocation
Range

09/30/14
Portfolio
Market
Value

12/31/13
% of

Portfolio

Portfolio
Market
Value

12/31/12
% of

Portfolio

Portfolio
Market
Value

12/31/11
% of

Portfolio

Portfolio
Market
Value

% of
Portfolio

EQUITY FUNDS
KEELEY FUNDS
Keeley Small Cap Value Fund
Total Keeley Funds

386,354
386,354

9.3%
9.3%

621,400
621,400

15.3%
15.3%

461,574
461,574

13.6%
13.6%

372,794
372,794

12.5%
12.5%

21
862,994
963,128

20.8%
23.2%

21
697,335
904,603

17.2%
22.3%

21
519,787
669,007

15.3%
19.7%

21
430,103
560,245

14.4%
18.7%

5% - 30%

638,540
2,464,683

15.4%
59.4%

672,873
2,274,831

16.6%
56.0%

566,427
1,755,242

16.7%
51.6%

476,758
1,467,127

15.9%
49.1%

30% - 80%

2,851,037

68.8%

2,896,231

71.3%

2,216,816

65.2%

1,839,921

61.5%

5% - 25%
15% - 35%

638,476
656,488
1,294,964

15.4%
15.8%
31.2%

574,858
590,065
1,164,923

14.2%
14.5%
28.7%

577,568
604,290
1,181,858

17.0%
17.8%
34.8%

572,407
577,129
1,149,536

19.1%
19.3%
38.5%

20% - 60%

1,294,964

31.2%

1,164,923

28.7%

1,181,858

34.8%

1,149,536

38.5%

5% - 15%

CHARLES SCHWAB
Cash
Growth Fund of America - Large Cap Growth
Loomis Sayles Value Fund - Large Cap Value
Manning & Napier World Opportunity Fund International

10% - 30%
10% - 30%

Total Charles Schwab Funds

TOTAL EQUITY FUNDS
FIXED INCOME FUNDS
SANFORD C. BERNSTEIN & CO., LLC
Short Duration Plus
Intermediate Duration
Total Sanford C. Bernstein & Co., LLC
TOTAL FIXED INCOME FUNDS
TOTAL INVESTMENTS

4,146,001 100.0%

INVESTMENT RETURNS
POLICY BENCHMARK

Q3
2014
-2.35%
-1.16%

4,061,154 100.0%

3,398,674 100.0%

2,989,457 100.0%

Trailing
1 Yr
8.00%
9.84%

Trailing
3 Yr
13.51%
14.28%

Inception
12/31/08
10.76%
12.22%

BOYS & GIRLS CLUBS OF TAMPA BAY FOUNDATION, INC.

COMMUNITY FOUNDATION OF TAMPA BAY FUNDS
COMPARATIVE
SYMBOL

Agency Funds:
Boys & Girls Club of Tampa Bay Foundation, Inc. Agency
The Bill Carey Brandon Boys & Girls Club Agency
Gary Nix Boys & Girls Club Agency
Riverview Boys & Girls Club Agency
Bob Blanchard Lacoochee Boys & Girls Club
TOTAL AGENCY FUNDS

12/31/13

12/31/12

12/31/11

Portfolio

Portfolio

Portfolio

Portfolio

Market
Value

Market
Value

Market
Value

Market
Value

824,677
663,583
106,274
51,649
200,825
$

INVESTMENT RETURNS
POLICY BENCHMARK
CFTB BENCHMARK

09/30/14

1,847,008

Q3
2014
-3.44%
-1.16%
-2.42%

875,327
704,340
110,455
53,682
195,916
$

1,939,719

Trailing
1 Yr
5.78%
9.84%
7.33%

806,133
648,663
99,746
48,477
139,015
$

1,742,035

Trailing
3 Yr
12.21%
14.28%
11.57%

755,458
607,886
91,695
44,564

1,499,603

Inception
12/31/09
8.18%
NA
8.21%

BOYS & GIRLS CLUBS OF TAMPA BAY, INC.

NORTHERN TRUST FUND ENDOWMENT
COMPARATIVE

09/30/14
Portfolio

12/31/13
Portfolio

Market
Value

Market
Value

10% - 30%
5% - 15%

20% - 80%

142,033
21,314
12,505
127,333
47,181
350,365

20.9%
3.1%
1.8%
18.7%
6.9%
51.4%

127,656
22,252
13,621
134,002
59,237
356,767

18.4%
3.2%
2.0%
19.3%
8.5%
51.4%

148,954
16,108
16,617
66,951
61,463
310,093

22.4%
2.4%
2.5%
10.1%
9.2%
46.6%

169,980
17,024
17,108
57,702
40,634
302,447

27.3%
2.7%
2.7%
9.3%
6.5%
48.5%

20% - 60%

211,477
25,303
236,780

31.1%
3.7%
34.8%

219,342
26,714
246,056

31.6%
3.8%
35.5%

237,681
12,668
250,349

35.7%
1.9%
37.7%

238,157
12,162
250,319

38.2%
2.0%
40.2%

REAL ESTATE
Real Estate Funds
Total Real Estate

25,930
25,930

3.8%
3.8%

26,306
26,306

3.8%
3.8%

35,022
35,022

5.3%
5.3%

18,129
18,129

2.9%
2.9%

COMMODITIES
Commodities
Total Commodities

31,889
31,889

4.7%
4.7%

34,235
34,235

4.9%
4.9%

51,155
51,155

7.7%
7.7%

40,139
40,139

6.4%
6.4%

CASH & SHORT TERM INVESTMENTS

Cash Short Term Investments
Total Cash and Short Term Investments 0% - 20%

36,066
36,066

5.3%
5.3%

30,584
30,584

4.4%
4.4%

18,272
18,272

2.7%
2.7%

12,101
12,101

1.9%
1.9%

EQUITY SECURITIES
Large Cap
Mid Cap
Small Cap
International Developed
International Emerging
Total Equity Securities
FIXED INCOME SECURITIES
Corporate / Government
Other Bonds
Total Fixed Income Securities

5% - 30%

% of

681,030 100.0%

INVESTMENT RETURNS
POLICY BENCHMARK
NORTHERN TRUST BENCHMARK

Q2
2014
-2.40%
-1.16%
-1.49%

% of
Portfolio

693,948 100.0%
Trailing
1 Yr
6.27%
9.84%
7.52%

Market
Value

12/31/11
Portfolio

Allocation
Range

Portfolio

Market
Value

12/31/12
Portfolio
% of
Portfolio

664,891 100.0%
Trailing
3 Yr
10.02%
14.28%
10.21%

% of
Portfolio

623,135 100.0%
Inception
12/31/08
9.24%
12.22%
9.98%

B&GCTB ENDOWMENT

Annual Distribution Payout Policy

As stated in the First Amendment to The Boys' Club of Tampa Endowment Fund dated September 10,
2010 between the Boys & Girls Clubs of Tampa Bay, Inc., f/k/a The Boys' Club of Tampa, Inc. and
Northern Trust, NA as Trustee:
In each taxable year of the Trust, the Trustee shall pay to the Boys' Club a unitrust amount equal to five
percent (5.0%) of the net fair market value of the assets of the Trust valued as of the first business day
of each taxable year of the Trust. The unitrust amount shall be paid annually, or at such other intervals
as may be agreed upon between the Trustee and the Boys' Club, first from income and, to the extent
income is not sufficient, from principal.
The spending policy will be reviewed at least annually by the Board of Directors for appropriateness.

Asset Allocation Range and Target

The Investment Committee believes that the following allocation of asset classes is intended to produce
satisfactory performance for the Fund over time. The Investment Manager(s) will invest the assets of
the Endowment Funds given the relevant passive benchmark outlined below.

The Boys' Club of Tampa Endowment Fund

Asset Class

Allocation
Range

Target

Peer Group
Style
Definitions

Equity
Large Cap Growth
Large Cap Value
Sm-Mid Cap Core
International/EM

10%-30%
10%-30%
5%-15%
5%-30%

20%
20%
10%
15%

Total Equity

30%-80%

65%

Fixed Income
Short Term Bond
Intermediate Bond
High Yield Bond
Total Fixed Income

5%-25%
15%-35%
0%-15%
20%-60%

5%
30%

0%
0%
0%

Cash

0%
17

Russell 1000 Growth

Russell 1000 Value
Russell 2500
MSCI: EAFE
% Index Blend

Short-Term Bond
Intermediate Bond
High Yield Bond

LB 1-3 yr Bond
LB Interm Govt/Cr
BC High Yield
% Index Blend

Spec. Real Estate

TBD

Wilshire REIT Idx

TBD

35%

Specialty/Alternative (If Applicable)

Real Estate
0%-10%
Alternative Strategies
0%-10%
Total
0%-20%
Specialty/Alternative
0%-20%

Large Cap Growth

Large Cap Value
Sm-Mid Blend
Foreign Large
Blend

Passive Index
Benchmark for
Performance
Measurement

% Index Blend

3-Mo. Treasury-Bill

Boys & Girls Clubs of Tampa Bay, Inc.

Meeting of the Executive Committee
December 11, 2014
CORPORATE RESOLUTION to remove Northern Trust, N.A. as Trustee and
appoint Bank of Tampa as Successor Corporate Trustee to The Boys Club of
Tampa Endowment Fund, established November 10, 1950 as Amended.
Be it resolved that the following directive to remove Northern Trust, N.A. as
Trustee to The Boys Club of Tampa Endowment Fund, established November
10, 1950 as Amended and to appoint Bank of Tampa as the Successor
Corporate Trustee is hereby authorized by the members of the Executive
Committee of the Board of Directors of the Boys & Girls Clubs of Tampa Bay,
Inc. at their meeting held on December 11, 2014.

REMOVAL AND APPOINTMENT OF SUCCESSOR TRUSTEE

THE BOYS AND GIRLS CLUBS OF TAMPA BAY, INC. f/k/a THE BOYS CLUB OF
TAMPA, INC. as Grantor under The Boys Club of Tampa Endowment Fund dated
November 10, 1950 as Amended (Trust) does hereby execute this Removal of Trustee
and Appointment of Successor Corporate Trustee this 11th day of December, 2014.
WHEREAS, PARAGRAPH 18 (b) of the Trust made on November 10, 1950 as Amended
provides that the Club may change the Trustee at any time by an instrument in writing
appointing a Successor Trustee executed by the Boys Club and filed with said Trustee
at least thirty (30) days prior to the date when such change is to become effective.
NOW THEREFORE, the undersigned Grantor of the Trust hereby gives Northern Trust,
N.A. Trustee of the Trust notice that it has been removed as Trustee of the Trust; and
THE UNDERSIGNED, Grantor of the Trust pursuant to PARAGRAPH 18 (b), of the
Trust, hereby appoints The Bank of Tampa as Successor Corporate Trustee.
Executed this 11th day of December, 2014
The Boys and Girls Clubs of Tampa Bay, Inc. f/k/a
The Boys Club of Tampa, Inc.
______________________________
BY:
______________________________
Witness
______________________________
Witness

Boys & Girls Clubs of Tampa Bay, Inc.

Meeting of the Executive Committee
December 11, 2014
CORPORATE RESOLUTION to discontinue Group Life Insurance Policy 120631
with The Standard Insurance Company implemented May 1, 2000.
Whereas, Boys & Girls Clubs of Tampa Bay, Inc. entered into a Group Life
Insurance Policy on May 1, 2000 with The Standard Insurance Company to
insure the lives of Board Members in the amount of $5,000 per person, the cost
of which has been paid for by Boys & Girls Clubs of Tampa Bay, Inc. And
whereas the purpose of the group policy has been lost in the years since it was
initiated and the cost of the premiums has almost tripled, making this policy no
longer viable for the Boys & Girls Clubs of Tampa Bay, Inc.
Be it resolved that the Group Life Insurance Policy 120631 with The Standard
Insurance Company be discontinued and that the members of the Board of
Directors covered by this policy be offered the option of continuing a Life
Insurance Policy with The Standard Insurance Company at their own personal
expense. Such decision to discontinue the policy is hereby authorized by the
members of the Executive Committee of the Board of Directors of the Boys &
Girls Clubs of Tampa Bay, Inc. at their meeting held on December 11, 2014.
I, Chris A. Roederer, Secretary of Boys & Girls Clubs of Tampa Bay, Inc. hereby
certify that the foregoing is a true and complete copy of a resolution duly adopted
by the Executive Committee of the Board of Directors of Boys & Girls Clubs of
Tampa Bay, Inc. at a meeting duly held on the 11th day of December, 2014, at
which a quorum was present and voting throughout, and that same has not been
repealed or amended and remains in full force and effect and does not conflict
with the by-laws of the corporation.
Date: ___________ Signature________________________________________
(Secretary)